Independent
Tenure on this board
5.9 yrs
Also a director at
Standard Motor Products Inc (SMP)
10 nominees · 3 ballot items.
Stockholders will vote on the election of ten directors, ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal 2027, and an advisory vote to approve executive compensation.
Elect ten directors to serve until the next annual meeting and until their successors are duly elected and qualified: three nominees elected by Common Stock holders and seven nominees elected by Class A Stock holders.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP to audit the company’s consolidated financial statements and provide other professional services for fiscal 2027.
Approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers as described in the Compensation Discussion and Analysis and Summary Compensation Table.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers. The vote covers the compensation described in the Compensation Discussion and Analysis and Summary Compensation Table rather than any single pay element or a general compensation policy. Management is seeking approval to demonstrate continued stockholder support for a program intended to attract, motivate, reward and retain executives capable of creating sustained stockholder value. The company emphasizes a pay-for-performance structure that includes base salary, annual SVA Plan incentives, restricted stock units and performance restricted stock units. The SVA Plan links annual incentives to year-over-year improvement in economic profit, while equity awards are intended to promote retention, long-term performance and alignment with stockholders. The company reports that fiscal 2026 financial performance exceeded targeted levels and resulted in above-target annual incentive compensation for the named executive officers. The proxy also highlights clawback arrangements, limited perquisites, stock ownership requirements and the company’s use of an independent compensation consultant. Approximately 98.2% of votes cast supported the prior year’s Say on Pay proposal, and the Compensation and Human Resources Committee determined that no significant changes were required as a result. Although the vote is advisory and does not formally approve or reject compensation, the Board and Compensation and Human Resources Committee will consider the outcome in future compensation decisions. The Board recommends voting FOR because it believes the program is appropriately designed and effectively aligns executive interests with long-term stockholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.76% | 1,024,241 | $88M |
| 2 | THRIVENT FINANCIAL FOR LUTHERANS | 5.18% | 606,029 | $52M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.17% | 370,885 | $32M |
| 4 | STATE STREET CORP | 3.12% | 364,871 | $31M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.93% | 342,213 | $29M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 2.67% | 312,784 | $27M |
| 7 | AMERICAN CENTURY COMPANIES INC | 2.39% | 279,912 | $24M |
| 8 | DEUTSCHE BANK AG\ | 2.14% | 250,025 | $21M |
| 9 | BlackRock, Inc. | 2.09% | 244,362 | $21M |
| 10 | THRIVENT FINANCIAL FOR LUTHERANS | 1.78% | 208,475 | $18M |
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